Common use of Seller Pipeline Loans Clause in Contracts

Seller Pipeline Loans. (a) The report of Seller Pipeline Loans as of April 30, 2011 attached to Schedule 6.11(a) is true and complete in all material respects. (b) Except as set forth in Schedule 6.11(b), each Seller Pipeline Loan was solicited and originated in accordance with, and the Loan Documents and Loan Files relating to the Seller Pipeline Loans conform to, all Applicable Requirements in all material respects for the stage of processing that had been achieved as of the date hereof and as of Closing Date based on the Investor or insurer program, or Investor Commitment, under which such Seller Pipeline Loan was originated, including procurement of required settlement services (e.g., appraisal, title and insurance). (c) Except as set forth in Schedule 6.11(c), each of the Seller Pipeline Loans arose out of bona fide transactions in the ordinary course of the Business consistent with past practice (except as required by Law). The Loan Files relating to the Seller Pipeline Loans accurately and completely reflect the terms of the Seller Pipeline Loans, in all material respects. (d) Except as set forth in Schedule 6.11(d), Sellers are the sole owners of, and no other Person has any interest in or rights relating to, the Seller Pipeline Loans. (e) Except as set forth in Schedule 6.11(e), all Persons that had any interest in or rights relating to any Seller Pipeline Loan, whether as broker, mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) in compliance in all material respects with any and all Applicable Requirements except where the failure to be in such compliance would not result in Liability to Buyer or limit or impair the enforceability of Seller Pipeline Loans. (f) Except as set forth in Schedule 6.11(f), Seller Parties have complied in all material respects with all Applicable Requirements applicable to the sale of any physical damage, credit life and credit accident and health insurance in connection with each Seller Pipeline Loan.

Seller Pipeline Loans. (a) The report of Seller Pipeline Loans as of April 30, 2011 attached to Section 5.6(a) of the Disclosure Schedule 6.11(ais, and that will be set forth in the lists delivered pursuant to Section 2.2(a) is will be, true and complete in all material respectsas of the date of the applicable report and list. (b) Except as set forth in Schedule 6.11(b), each Each Seller Pipeline Loan was advertised, solicited and originated in accordance with, and the Loan Documents loan and Loan Files underwriting related documents and files relating to the Seller Pipeline Loans conform to, all Applicable Requirements in all material respects and with the intent and expectation that, upon closing or funding, it would be (1) eligible for sale to, and insurance by, or pooling to collateralize securities issued by an Investor, Agency or insurer; (2) evidenced by a mortgage note with such terms as are customary in the stage of processing business; and (3) duly secured by a Mortgage with such terms as are customary in the business and which grants the holder thereof a first lien on the mortgaged property (including any improvements thereon) with respect to Seller Pipeline Loans originated as first lien residential mortgage loans. Seller has not engaged in any act or omission that had been achieved as would impair the coverage of the date hereof and as of Closing Date based on the Investor or insurer program, or Investor Commitment, under which such Seller Pipeline Loan was originated, including procurement of required settlement services (e.g., appraisal, title and insuranceinsurance described in this Section 5.6(c). (c) Except as set forth in Schedule 6.11(c), each of the Seller Pipeline Loans arose out of bona fide transactions in the ordinary course of the Business consistent with past practice (except as required by Law). The Loan Files relating to the Seller Pipeline Loans accurately and completely reflect the terms of the Seller Pipeline Loans, in all material respects. (d) Except as set forth in Schedule 6.11(d), Sellers are is the sole owners owner of, and no other Person has any interest in or rights relating toin, the Seller Pipeline Loans. (e) Except as set forth in Schedule 6.11(e), all . All Persons that had any interest in or rights relating to any Seller Pipeline Loan, whether as broker, mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) in compliance in all material respects with any and all Applicable Requirements applicable licensing and other requirements of the Laws of the state wherein the related collateral and borrower is located except where the failure to be in such compliance would not result in Liability to Buyer or limit or impair the terms or enforceability of Seller Pipeline Loans. (f) Except as set forth . The loan officer designated on each Seller Pipeline Loan is the primary loan officer who worked with the borrower on such Seller Pipeline Loan, and such loan officer is in Schedule 6.11(f), Seller Parties have complied compliance in all material respects with all Applicable Requirements applicable to Requirements. (d) None of the sale of any physical damage, credit life and credit accident and health insurance in connection with each Seller Pipeline LoanLoans has been subject to any mandatory commitments for sale or delivery.

Seller Pipeline Loans. (a) The report of Seller Pipeline Loans as of April 30, 2011 attached to Schedule 6.11(a2.1(a) is true and complete in all material respects. (b) Except as set forth in Schedule 6.11(b), each Each Seller Pipeline Loan was advertised, solicited and originated in accordance with, and the Loan Documents and Loan Files relating to the Seller Pipeline Loans conform to, all Applicable Requirements in all material respects for the stage of processing that had been achieved as of the date hereof and as of Closing Date based on the Investor or insurer program, or Investor Commitment, under which such Seller Pipeline Loan was originated, including procurement of required settlement services (e.g., appraisal, title and insurance)respects. (c) Except as set forth in Schedule 6.11(c), each Each of the Seller Pipeline Loans arose out of bona fide transactions in the ordinary course Ordinary Course of the Business consistent with past practice (except as required by Law)and was originated on a retail basis. The Loan Files relating to the Seller Pipeline Loans accurately and completely completely, in all material respects, reflect the terms of the Seller Pipeline Loans. Except as set forth on Schedule 6.11(c), in all material respectsno Seller Pipeline Loan was originated or underwritten by or involving the efforts or services of any Person that is not an employee of Seller. (d) Except as set forth in Schedule 6.11(d), Sellers are Seller is the sole owners owner of, and no other Person has any interest in or rights relating toin, the Seller Pipeline Loans. (e) Except as set forth in Schedule 6.11(e), all All Persons that had any interest in or rights relating to any Seller Pipeline Loan, whether as broker, mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) in compliance in all material respects with any and all Applicable Requirements applicable licensing and other requirements of the Laws of the state wherein the related Collateral and borrower is located except where the failure to be in such compliance would not result in Liability to Buyer or limit or impair the terms or enforceability of Seller Pipeline Loans. (f) Except as set forth in Schedule 6.11(f), Seller Parties have complied in all material respects with all Applicable Requirements applicable to the sale of any physical damage, credit life and credit accident and health insurance in connection with The loan officer designated on each Seller Pipeline Loan is the primary loan officer who worked with the borrower on such Seller Pipeline Loan, and, to Seller’s Knowledge, such loan officer is in compliance with any and all applicable licensing and other requirements of the Laws of the state wherein the related Collateral is located. (g) None of the Seller Locked Pipeline Loans is subject to any mandatory commitments for sale or delivery.

Seller Pipeline Loans. For the avoidance of doubt, nothing in this Agreement, including this Section 6.10, shall be construed to apply to any loans that are the subject of the CMLSA or that are otherwise subject to the terms and conditions thereof. (a) The As of the close of business on the Closing Date, the report of Seller Pipeline Loans as of April 30, 2011 attached to Schedule 6.11(a6.10(a) will contain a list and description of all Seller Pipeline Loans as of the close of business on the Closing Date, which description includes (i) the loan number of the Seller Pipeline Loan, (ii) the principal balance of the Seller Pipeline Loan (iii) the interest rate of the Seller Pipeline Loan, (iv) product type, (v) the state in which the Mortgaged Property is true located; (vi) if known, the closing date; and complete in all material respects(vii) whether it constitutes a Seller Locked Pipeline Loan or Seller Unlocked Pipeline Loan. (b) Except Based on the stage of processing as set forth in Schedule 6.11(b)of Closing, (i) each Seller Pipeline Loan was solicited and originated in accordance withLoan, and the Loan Documents and Loan Files relating to the Seller Pipeline Loans Loans, conform to, all Applicable Requirements in all material respects for the stage of processing that had been achieved as of the date hereof to Applicable Requirements, and as of Closing Date based on the Investor or insurer program, or Investor Commitment, under which such (ii) each Seller Pipeline Loan was originatedis eligible for sale to, including procurement of required settlement services (e.g.insurance by, appraisal, title and insurance)or pooling to back securities issued or guaranteed by the applicable Investor to which the Seller Pipeline Loan may be sold by Seller. (c) Except as set forth in Schedule 6.11(c), each of the Each Seller Pipeline Loans Loan arose out of bona fide transactions in the ordinary course Ordinary Course of Business and was originated on a retail basis or otherwise by the Joint Venture in the Ordinary Course of Business. The origination, advertising, underwriting and solicitation practices used by Seller with respect to each Seller Pipeline Loan have been in all material respects legal and in accordance with Applicable Requirements. No Seller Pipeline Loan was originated or underwritten by a Person that was not an employee of Seller or by the Joint Venture at the time originated or underwritten. The loan officer designated on each Seller Pipeline Loan is the primary loan officer who worked with the borrower on such Seller Pipeline Loan, and such loan officer is in compliance with all applicable licensing and other requirements of any Agency or of the Business consistent Laws of the state wherein the related Collateral is located. (d) With respect to each Seller Pipeline Loan, if an appraisal has been obtained and reviewed as of the Closing Date, the loan-to-value ratio of such Seller Pipeline Loan does not exceed the maximum amount permitted by the applicable Investor, if any, and Insurer for such Seller Pipeline Loan. To the extent applicable to a given Seller Pipeline Loan based on the stage of processing, the appraisal prepared in connection with past practice property associated with such Seller Pipeline Loan was prepared by a qualified appraiser with no direct or indirect interest in the property and both the appraisal and the appraiser satisfied all Laws and Applicable Requirements. (except as required by Law). The Loan Files relating e) Seller has timely filed all reports with respect to the Seller Pipeline Loans accurately and completely reflect the terms of the Seller Pipeline Loans, in all material respects. (d) Except as set forth in Schedule 6.11(d), Sellers are the sole owners of, and no other Person has required by any interest in or rights relating to, the Seller Pipeline Loans. (e) Except as set forth in Schedule 6.11(e), all Applicable Requirements. All Persons that had any interest in or rights relating to any Seller Pipeline Loan, whether as broker, mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) in compliance in all material respects with any and all Applicable Requirements applicable licensing and other requirements of any Agency or the Laws of the state wherein the related Collateral and borrower is located except where the failure to be in such compliance would not result in Liability to Buyer or limit or impair the terms or enforceability of Seller Pipeline Loans. (f) All interest rate locks on Seller Locked Pipeline Loans have been conducted and managed in Seller’s Ordinary Course of Business, consistent with customary mortgage banking practices and in compliance with Applicable Requirements. (g) Other than in Seller’s Ordinary Course of Business, none of the Seller Pipeline Loans (i) previously were rejected for purchase by any Investor or insurance by any Insurer, or (ii) relate to the refinancing or modification of a Mortgage Loan that is or was the subject of a repurchase or indemnity claim by an Investor against Seller. (h) Except as set forth in Schedule 6.11(f)for Seller Pipeline Loans originated by the Joint Venture, Seller Parties have complied in all material respects with all Applicable Requirements applicable to is the sale of sole owner of, and no other Person has any physical damageinterest in, credit life and credit accident and health insurance in connection with each the Seller Pipeline LoanLoans.

Seller Pipeline Loans. For the avoidance of doubt, nothing in this Agreement, including this Section 6.10, shall be construed to apply to any loans that are the subject of the CMLSA or that are otherwise subject to the terms and conditions thereof. (a) The As of the close of business on the Closing Date, the report of Seller Pipeline Loans as of April 30, 2011 attached to Schedule 6.11(a6.10 (a) will contain a list and description of all Seller Pipeline Loans as of the close of business on the Closing Date, which description includes (i) the loan number of the Seller Pipeline Loan, (ii) the principal balance of the Seller Pipeline Loan (iii) the interest rate of the Seller Pipeline Loan, (iv) product type, (v) the state in which the Mortgaged Property is true located; (vi) if known, the closing date; and complete in all material respects(vii) whether it constitutes a Seller Locked Pipeline Loan or Seller Unlocked Pipeline Loan. (b) Except Based on the stage of processing as set forth in Schedule 6.11(b)of Closing, (i) each Seller Pipeline Loan was solicited and originated in accordance withLoan, and the Loan Documents and Loan Files relating to the Seller Pipeline Loans Loans, conform to, all Applicable Requirements in all material respects for the stage of processing that had been achieved as of the date hereof to Applicable Requirements, and as of Closing Date based on the Investor or insurer program, or Investor Commitment, under which such (ii) each Seller Pipeline Loan was originatedis eligible for sale to, including procurement of required settlement services (e.g.insurance by, appraisal, title and insurance)or pooling to back securities issued or guaranteed by the applicable Investor to which the Seller Pipeline Loan may be sold by Seller. (c) Except as set forth in Schedule 6.11(c), each of the Each Seller Pipeline Loans Loan arose out of bona fide transactions in the ordinary course Ordinary Course of Business and was originated on a retail basis or otherwise by the Joint Venture in the Ordinary Course of Business. The origination, advertising, underwriting and solicitation practices used by Seller with respect to each Seller Pipeline Loan have been in all material respects legal and in accordance with Applicable Requirements. No Seller Pipeline Loan was originated or underwritten by a Person that was not an employee of Seller or by the Joint Venture at the time originated or underwritten. The loan officer designated on each Seller Pipeline Loan is the primary loan officer who worked with the borrower on such Seller Pipeline Loan, and such loan officer is in compliance with all applicable licensing and other requirements of any Agency or of the Business consistent Laws of the state wherein the related Collateral is located. (d) With respect to each Seller Pipeline Loan, if an appraisal has been obtained and reviewed as of the Closing Date, the loan-to-value ratio of such Seller Pipeline Loan does not exceed the maximum amount permitted by the applicable Investor, if any, and Insurer for such Seller Pipeline Loan. To the extent applicable to a given Seller Pipeline Loan based on the stage of processing, the appraisal prepared in connection with past practice property associated with such Seller Pipeline Loan was prepared by a qualified appraiser with no direct or indirect interest in the property and both the appraisal and the appraiser satisfied all Laws and Applicable Requirements. (except as required by Law). The Loan Files relating e) Seller has timely filed all reports with respect to the Seller Pipeline Loans accurately and completely reflect the terms of the Seller Pipeline Loans, in all material respects. (d) Except as set forth in Schedule 6.11(d), Sellers are the sole owners of, and no other Person has required by any interest in or rights relating to, the Seller Pipeline Loans. (e) Except as set forth in Schedule 6.11(e), all Applicable Requirements. All Persons that had any interest in or rights relating to any Seller Pipeline Loan, whether as broker, mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) in compliance in all material respects with any and all Applicable Requirements applicable licensing and other requirements of any Agency or the Laws of the state wherein the related Collateral and borrower is located except where the failure to be in such compliance would not result in Liability to Buyer or limit or impair the terms or enforceability of Seller Pipeline Loans. (f) All interest rate locks on Seller Locked Pipeline Loans have been conducted and managed in Seller’s Ordinary Course of Business, consistent with customary mortgage banking practices and in compliance with Applicable Requirements. (g) Other than in Seller’s Ordinary Course of Business, none of the Seller Pipeline Loans (i) previously were rejected for purchase by any Investor or insurance by any Insurer, or (ii) relate to the refinancing or modification of a Mortgage Loan that is or was the subject of a repurchase or indemnity claim by an Investor against Seller. (h) Except as set forth in Schedule 6.11(f)for Seller Pipeline Loans originated by the Joint Venture, Seller Parties have complied in all material respects with all Applicable Requirements applicable to is the sale of sole owner of, and no other Person has any physical damageinterest in, credit life and credit accident and health insurance in connection with each the Seller Pipeline LoanLoans.